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ECORA RESOURCES PLC — Proxy Solicitation & Information Statement 2026
Apr 23, 2026
4763_agm-r_2026-04-23_3ebf1572-1689-421b-870e-be678c694af8.pdf
Proxy Solicitation & Information Statement
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Ecora Royalties PLC – Form of Proxy
Encouraging the Council for the Protection of Annual General Meeting
4 June 2026
ECORA
ROYALTIES
Shareholder Reference Number
Please read the notes and instructions below and overleaf before completing this form. All references in this Form of Proxy are to London times.
PLEASE COMPLETE THE DETAILS BELOW IN BLOCK CAPITALS AND SIGN AND DATE WHERE INDICATED
I/We, being a member/members of the above named company, hereby appoint the Chairman of the meeting, or please refer to Explanatory Note 3.
Name
Number of shares
as my/our proxy to exercise all or any of my/our rights to attend and to speak and vote in respect of my/our full voting entitlement* at the Annual General Meeting (AGM) of Ecora Royalties PLC (the 'Company') to be held at 11.00am on 4 June 2026 at Herbert Smith Freehills Kramer LLP, Exchange House, Primrose Street, London EC2A 2EG, United Kingdom, and at any adjournment of it. I/We direct that my/our proxy will vote (or abstain from voting) on the resolutions set out in the Notice of Annual General Meeting (the 'Notice of AGM') as indicated below:
☐ Please tick here if this proxy appointment is one of multiple appointments being made:
- For the appointment of more than one proxy, please refer to note 5.
| Resolutions | on | on |
|---|---|---|
| 1. To receive the 2025 Accounts and Report | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 2. To approve the Annual Remuneration Report | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 3. To declare a final dividend of 1.40 cents per ordinary share | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 4. To re-elect A.R.K. Webb as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 5. To re-elect M. Bishop Lafleche as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 6. To re-elect K. Flynn as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 7. To re-elect V. Shine as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 8. To re-elect C. Coignard as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 9. To re-elect R.G. Dacomb as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 10. To re-elect J.E. Rutherford as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 11. To elect M.J. Falconer as a Director | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 12. To re-appoint Ernst & Young LLP as auditor | ☐ ☐ ☐ | ☐ ☐ ☐ |
| 13. To authorise the Directors to fix the remuneration of the auditor | ☐ ☐ ☐ | ☐ ☐ ☐ |
Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 16 to 19 (inclusive) are proposed as special resolutions, which means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.
Please note that the 'vote withheld' option is to allow you to instruct your proxy or proxies to abstain from voting on any of the specified resolutions.
Please note that a 'vote withheld' is not a vote in law and will not be counted in the calculation of the votes cast for and against the resolution.
The proxy is to vote as instructed in respect of the resolutions specified above. In the absence of instructions, the proxy may vote or abstain as he or she thinks fit on the resolutions specified above and, unless instructed otherwise, on any other business (including amendments to the resolutions) which may come before the meeting. Any alterations to this Form of Proxy should be initialled. If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
Please return this Form of Proxy to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, so as to arrive by 11:00am (UK time) on 2 June 2026. Alternatively, if you hold your shares in uncertificated form, you may appoint a proxy using the CREST electronic proxy appointment service, details of which are set out in the Notice of AGM.
This card also serves as an Attendance Card for shareholders attending the Annual General Meeting, and accordingly should be presented at the Shareholder Registration desk on arrival.
NOTICE OF AVAILABILITY – Important, please read carefully.
You can now access the Company's Annual Report and Accounts for the year ended 31 December 2025 and Notice of Annual General Meeting on our website at www.ecoraroyalties.com.
You may register the appointment of a proxy by:
(a) logging in to your Shareview Portfolio or registering for a Shareview Portfolio (go to www.shareview.co.uk and enter the requested information); or
(b) completing the Form of Proxy and posting it to the Registrars.
CREST participants and institutional investors should refer to the Notice of Annual General Meeting for instructions regarding the CREST/Proxymity proxy appointment service.
You are advised to read the full Notice of Annual General Meeting before deciding how to vote. In addition, please read the notes overleaf before using or completing the Form of Proxy.
Signature
Date
Explanatory notes
- If you intend to come to the AGM, please bring the Attendance Card with you to the AGM.
- Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, speak and vote at the AGM. A member so entitled may appoint (a) proxy(ies), who need not be (a) shareholder(s), to attend, speak and vote on his/her behalf.
- If you wish to appoint someone other than the Chairman of the AGM as your proxy, please insert his/her name in the space provided and delete 'the Chairman of the meeting, or'. A proxy need not be a shareholder of the Company, but must attend the AGM in person to represent you.
- A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
- To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Company's Registrars, Equiniti Limited, on +44 (0) 371 384 2030 (calls to this number from outside the UK are charged at applicable international rates and different charges may apply to calls made from mobile telephones). Lines are open from 8.30am to 5.30pm (Monday to Friday, excluding public holidays in England and Wales) or you may copy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which he/she is authorised to act as your proxy. Please also indicate by licking the additional box provided if the proxy instruction is one of multiple separate instructions being given. All forms must be signed and should be returned together.
- The 'Vote withheld' option on the Form of Proxy is provided to enable you to abstain on the resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
- If the Form of Proxy is signed by someone else on your behalf, the original or a notarially certified copy of the document evidencing their authority to sign must be returned with the Form of Proxy. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
- In the case of a joint holding, any holder may sign. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).
- To be entitled to attend or vote at the meeting (and for the purpose of determining the number of votes you may cast), you must be entered on the Company's Register of Members as at 6.30pm (UK time) on 2 June 2026 or, if the meeting is adjourned, you must be entered on the Company's Register of Members no later than 6.30pm (UK time) on the day being two days prior to the day of the adjourned meeting (excluding any part of a day that is not a business day). Changes to entries on the ordinary register after 6.30pm (UK time) on 2 June 2026 shall be disregarded in determining the right of any person to attend or vote at the AGM (unless the AGM is adjourned, in which case the previous provisions of this note 9 apply).
- To be valid, the Form of Proxy must reach the Company's Registrars, Equiniti Limited, by no later than 11.00am (UK time) on 2 June 2026 or, if the AGM is adjourned, 48 hours before the time for holding the adjourned AGM (excluding non-working days). Lodgement of a Form of Proxy does not prevent a member from attending and voting at the AGM in person. Failure to deposit, receive or deliver the appointment of a proxy in accordance with these requirements shall entitle the Company to treat such instrument as being invalid save that the Directors may, in their absolute discretion, treat such an instrument as valid notwithstanding any default in complying with these requirements.
- Electronic Proxy Appointment (EPA) is available for this AGM. It is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes. EPA will not be valid if received after 11.00am (UK time) on 2 June 2026 or, if the AGM is adjourned, 48 hours before the time for holding the adjourned AGM (excluding non-working days), and will not be accepted if found to contain a computer virus.
- The CREST electronic proxy appointment service is available for this AGM. To use this service, CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST Manual, so as to reach the Company's Registrars, Equiniti (CREST participant ID RA19), by no later than 11.00am (UK time) on 2 June 2026 or, if the AGM is adjourned, 48 hours before the time for holding the adjourned AGM (excluding non-working days).
- Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the Notice of AGM enclosed with this card.
- In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Equiniti by 11.00am (UK time) on 2 June 2026 or, if the AGM is adjourned, 48 hours prior to the adjourned meeting (excluding non-working days).
- If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was last delivered or received, none of them shall be treated as valid in respect of that share.
- You may not use any electronic address provided in this Form of Proxy to communicate with the Company for any purposes other than those expressly stated.
Ecora Royalties PLC
Kent House, 3rd Floor North, 14-17 Market Place, London W1W 8AJ, United Kingdom
Registered in England, company number: 0897608